Darryl P. Rains

Partner
Palo Alto, (650) 813-5866

Mr. Rains defends cases involving the securities laws. He has represented hundreds of companies, officers, and directors in class actions, derivative actions, and SEC enforcement proceedings.

Many of Mr. Rains' clients are technology or life sciences companies. He has successfully resolved securities class action cases for companies like Atmel Corporation, Alcatel, N.A., Scios Nova, Titan Pharmaceuticals, and Interactive Networks.

Recently, Mr. Rains led six independent investigations of stock options backdating. He also defended derivative actions alleging stock option backdating for Novellus Systems, Ultra-Tech Inc., Atmel Corporation, and DiTech Networks. Mr. Rains has handled numerous internal investigations involving accounting issues and sales practices, including several investigations of sales practices in Japan and China.

Mr. Rains also specializes in defending securities class actions and regulatory matters involving broker-dealers and investment companies. Mr. Rains defended Charles Schwab Corporation and its affiliates in class actions alleging market timing and late trading by mutual funds, and he is currently representing Schwab in class actions brought against some of its fixed income mutual funds arising out of investments in mortgage-backed securities. Mr. Rains has also defended Bessemer Trust and other broker-dealers in customer disputes.

Mr. Rains has an active mergers and acquisitions litigation practice, and he regular defends targets and acquirors in litigation in California and Delaware arising from various acquisition and proxy disputes. Recent clients include Atmel Corporation, CBS Marketwatch.com, and Adesa Corporation.

Mr. Rains handles sensitive regulatory matters for individuals investigated or charged with violating the securities laws, including insider trading, accounting irregularities, and stock option backdating. In 2006, he obtained the complete dismissal of fraud charges brought by the SEC against the former chief executive officer of a public software company.

Mr. Rains is a member of the Securities Litigation Committee of the American Bar Association and its subcommittees on class actions and broker-dealer litigation. He is also a member of the San Francisco Bar Association's Securities Litigation Section. At Columbia Law School, he was a Harlan Fiske Stone scholar.

Perlegos v. Atmel Corp.
(Del. Ch. Ct.). Successfully defended Atmel Corp. and its directors in court trial in Delaware arising out of the termination of the company\'s co-founders (who were also its CEO and EVP) due to charges of travel expense abuse. After a three-day trial followed by post-trial briefing and argument, the Court issued a memorandum opinion upholding the terminations. (2006)
SEC v. TenFold, et al.
(D. Utah) Represented the former CEO of Tenfold Corp. against the SEC in an accounting fraud case. Following five years of litigation, the SEC voluntarily dismissed the case and dropped all charges against our client just 30 days before trial. (2006)
In re Mutual Funds Investment Litigation
(Multi-district Litigation -- District Court, Maryland). Obtained complete dismissal of securities class action for Charles Schwab & Co. in case brought by its shareholders arising out of Eliot Spitzer's investigation into market timing and late trading practices in the mutual fund industry. Plaintiffs agreed to drop case against Schwab after receiving motion to dismiss and before attempting to oppose motion. (2005)
In re Atmel Corporation Derivative Litigation
(N.D. Cal.) Represent Atmel and its officers and directors in a derivative suit alleging stock option backdating. (Ongoing)
In re Charles Schwab Corporation Securities Litigation.
Currently representing Charles Schwab Corporation, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc., and Schwab Investments, as well as several current and former officers and trustees, in a securities class action related to Schwab's YieldPlus Fund, alleging claims under federal and state law. (Ongoing, 2009)
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